Role, functions and activity
The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.
The responsibilities allocated to the Board of Directors include:
- Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
- Proposing the allocation of profit shown in the financial statements and the distribution of dividends.
- Resolutions relating to mergers, in the cases allowed by law, opening or closing of secondary premises, and amendments to the terms of the Articles of Association and General Meeting Regulation if they become incompatible with new mandatory legislative provisions.
- Resolutions on the commencement or termination of operations in individual business sectors.
- Appointing the General Manager, establishing their powers and duties and revocation.
- Taking decisions on the criteria for management and coordination of the Group companies and implementation of instructions issued by IVASS.
- Resolutions on the other matters that by law may not be delegated.
- On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives.
- Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest.
- Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.
As regards accounting documents, the responsibilities of the Board of Directors under the law and the Articles of Association include preparation of:
- the annual financial report;
- the half-yearly financial report as at 30 June of each year and, if envisaged, quarterly financial disclosures.
The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.
Board Diary 2022
The main activities and goals of the Board of Directors in 2022 are listed in the following charts:
January
| Strategy and finance |
Internal control and risk management |
Governance |
| |
- Update on IT security issues and outsourcing contracts
|
- Resignation of Directors
- Examination of long list for BoD List
|
February
| Strategy and finance |
Internal control and risk management
|
Governance |
- Financial affairs and equity investments
- Report on the results of the 2021 Generali Global Engagement Survey
- Approval of the Group Strategic Plan on information and communication technology, pursuant to current laws and regulations
|
- Resolutions and information on the ICRMS and remuneration of the heads of the Key Functions
- Update on IT security issues
- Approval of impairment testing procedures
- Update of policies at Group and Parent Company level
|
- Changes to the composition of the Board Committees
- Resolutions ex s. 2386 Civil Code
- Resolutions regarding appointments and remuneration
- Approval of RCC and ARC 2022 expenditure budgets
- Examination of short list for BoD List
- Approval of Advice for Shareholders
- Ascertainment of professionalism, respectability and independence requirements of the members of the Board of Directors and the Board of Statutory Auditors
- Verification of the requirements of the Fit&Proper Policy for Key Personnel
- Report on Italian Corporate Governance Committee communication of 3 December 2021
- Report on Assogestioni communication of 21 January 2022 on Italian principles of shareholder/director engagement
|
March
| Strategy and finance |
Internal control and risk management
|
Governance |
- Approval of the Consolidated Financial Statements and Integrated Report, the Parent Company draft financial statements, associated reports on operations and the proposed dividend payout
- Financial affairs and equity investments
- Approval of the Fondazione Generali THSN Onlus financial statements as at 31 December 2021
|
- Periodical assessment of the organisational and administrative-accounting structure and the adequacy and effectiveness of the ICRMS
- Changes to the internal capital calculation model pursuant to Solvency II
- Report on climate risk monitoring
- Report on application of the market abuse policy
- Report on monitoring of Group Strategic Asset Allocation limits at 31.12.2021
- Actuarial analysis on reserving at 31.12.2021
- Periodical report on completed related-party transactions
- Approval of the Parent Company’s 2021 ORSA Report
- Approval of the Parent Company RSR and SFCR
- Review of policies at Group level
|
- Approval of the BoD list
- Approval of the 2021 Corporate Governance and Share Ownership Report
- Approval of the Report on Remuneration and Payments
- Review of the Regulation of the BoD and Board Committees
- Update on the Group climate change strategy and the ESG Project for Investments and Underwriting
- Call of the ordinary and extraordinary shareholders’ meeting
- Discussion of questions relating to appointments and remuneration
- Proxy solicitations
- Accounting of annual incentive plans and implementation of the 2019 LTI Plan through approval of a capital increase
|
April
| Strategy and finance |
Internal control and risk management
|
Governance |
- Financial affairs and equity investments
|
- Examination of the reports of the external auditors pursuant to s. 14 of Lgs.Decree no. 39, 27 January 2010, s. 10 of EU Regulation no. 537/2014, s. 102 of Lgs.Decree no. 209, 7 September 2005 and s. 11 (EU Regulation) no. 537/2014
- Approval of Group policies
- Resolution on checks performed and findings concerning workplace health and safety, in 2021, under the verification and control model envisaged by s. 30.4 of Lgs.Decree no. 81, 9 April 2008
- Approval of the RSR and SFCR at Group level
- Approval of the 2021 ORSA Report at Group level
|
- Examination of questions relating to appointments and remuneration
- Review of the RPT Procedure
|
May
| Strategy and Finance |
Internal Controls and Risk Management
|
Governance |
- Approval of interim financial information as at 31 March 2022
- Financial affairs and equity investments
- Examination of periodic reporting on investments
|
- Periodical report on related-party transactions
|
- Appointment of the Chair
- Appointment of the Managing Director and Group CEO and assignment of powers
- Appointment of the Secretary
- Appointment of the Board of Directors of the Fondazione Generali THSN Onlus
- Ascertainment of the requirements as per insurance legislation, the CLFI, the CG Code and the “Fit&Proper” Policy
- Appointment of the Board Committees
- Appointment of the members of the SB
|
June
| Strategy and finance |
Internal control and risk management
|
Governance |
- Financial affairs and equity investments
|
|
- Changes to the Regulation of the BoD and Board Committees
- Examination of questions relating to appointments, remuneration and organisation
- Update of policies at Group and Parent Company level
|
July
| Strategy and finance |
Internal control and risk management
|
Governance |
| |
|
- Resolutions ex s. 2386 Civil Code
- Resolutions integrating the Board Committees
|
August
| Strategy and finance |
Internal control and risk management
|
Governance |
- Financial affairs and equity investments
- Approval of the half-year financial reports as at 30 June 2022
|
- Examination of the report of the head of the Internal Audit function on complaints management in the first half of 2022
- Periodical update on the activities of the Key Functions
- Amendment of the Audit Plan
- Periodic assessment of the adequacy and efficacy of the ICRMS
- Half-year report on Surveillance Body activities
- Periodical report on related-party transactions
|
- Changes to the composition of the Board Committees
- Examination of questions relating to appointments, governance and remuneration
- Check on interlocking situations ex s. 36 of Decree Law no. 201 of 6 December 2011, with regard to Directors and Statutory Auditors
- Ascertainment of the requirements envisaged by the Fit&Proper Policy with regard to Key Personnel
- Changes to the Regulation of the BoD and Board Committees
|
September
| Strategy and finance |
Internal control and risk management
|
Governance |
- Financial affairs and equity investments
|
|
- Examination of the Board Review process for the three years 2022-24
- Examination of designation proposals in strategic subsidiaries
|
October
| Strategy and finance |
Internal control and risk management
|
Governance |
- Report on company management performance with the cumulative data to 31 August 2022 relating to the key management KPIs
|
- Report on monitoring of Group Strategic Asset Allocation limits at 30.6.2022
- Review of policies at Group level
|
|
November
| Strategy and finance |
Internal control and risk management
|
Governance |
- Financial affairs and equity investments
|
- Issues relating to the ICRMS and update of Group policies
- Resolution on the review of the Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan
- Periodical report on related-party transactions
- Update of the OMM
|
- Resolution on the Group employee stock ownership plan
- Conferral of the consultancy and assistance engagement for the Board Review for the three years 2022-24
- Resolution approving the document drawn up pursuant to s. 5.2.i) and s. 71.2.m) of IVASS Regulation no. 38 of 3 July 2018
|
December
| Strategy and finance |
Internal control and risk management
|
Governance |
- Examination of 2022 forecast, RAF and 2023 SAA
- Financial affairs and equity investments
|
- Issues relating to the ICRMS and update of Group and Parent Company policies
|
- Report on the results of the 2022 Group Engagement Pulse Survey
- Approval of the RemCoHR 2023 expenditure budget
|
